Time Slows Not For Old Friends
by warriorgramma
Summary: A trilogy about Ahsoka telling Rex of her decision to leave the Jedi Order, their chanced meeting on Mandalore, and eventual reunion during the reign of the Empire. Rated for a sex scene in part 3. AU as of the new Ahsoka book. Rex/Ahsoka
1. Part 1 - Leaving the Order

**Chapter 1 - Leaving the Order**

 _Ahsoka visits Rex at his quarters to tell him of her decision to leave the Jedi Order, and Rex can't figure out why the news hits him so hard._

* * *

Rex rubbed his temples as he looked over one of the dozens of data pads thrown haphazardly into a pile on his desk. He had mixed feelings about his periodic out-of-the-action duties on Coruscant. On one hand, he needed the occasional break from the battlefield, and although he loved his brothers, being in crammed quarters with them for months at a time gets old fast. It was nice to have a room to himself.

On the other hand, Rex was starting to get a little stir crazy. They've been on Coruscant for nearly a month - the longest Rex has been out of the action since the start of the war. The reason for their extended stay was driving him crazy as well. Ahsoka Tano, one of his commanding officers and a good friend, was accused of bombing the Jedi Temple and was currently standing trial. Guilt wrenched at his stomach. He knew she was innocent. He had said so to Commander Fox. But that was about as helpful as Rex had been to Ahsoka. He had made the call that she was "armed and dangerous" and issued the warrant in her capture. He even assisted in bringing her in. Rex had no choice in the matter, but he still felt horrible about it.

Rex was pulled out of his thoughts by his comlink chirping. He paused for a second before answering it, anticipating who it would be and what it would be about. With a deep breath, he responded, "This is Captain Rex."

"Rex, it's Anakin. The trial has ended." There was a pause. "Ahsoka's been cleared. She's about to be reinstated into the order."

Rex sighed with relief. He knew Ahsoka was innocent. "That's great news. Real great news," he replied over the comlink with a smile, a smile he was sure Anakin could sense. "I'll let the men know their commander is coming home."

"Please do, Rex. Ahsoka and I will touch base after we speak with the council. Anakin out."

* * *

A while later, Rex got ready to turn in for the night, his mood significantly lighter and his uneasiness about the trial finally dissipating. He was greeted with cheers by the 501st when he told them the good news, and politely declined the invitation to celebrate at 79's. Anakin had not called him again, but he figured he was busy with Ahsoka. The three of them would have plenty of time to catch up over the next few days as they prepared for their next assignment.

Rex had just stripped down to his undersuit when there was a knock on his door. Puzzled, he buzzed them in. The door whizzed open, and Ahsoka stood in the doorway.

"Hi Rex," she said flatly.

"Commander! It's good to see you." Rex was surprised by her visit. Ahsoka had visited the barracks before, but it had always been during the day, in the common area where she would join the men in talks and games to past the time. She's never come to his private quarters before.

Ahsoka gave Rex a quick look down, noticing he was in his undersuit. "Sorry, I know it's late. I didn't mean to disturb you."

"Not a problem," Rex assured her. There was something off about Ahsoka. Even without force sensitivity, Rex could feel the sadness and turmoil that surrounded her. He swore her cheeks were stained with tears, too. "It's good to see you, Commander. General Skywalker called me earlier to tell me that you were acquitted. I'm so relieved. All the men are. We can't wait to have you back in the action with us."

Ahsoka's crossed her arms and looked at the floor, not moving from her spot in the doorway. "Thank you Rex, but I'm not coming back." She looked up at him, her eyes heavy and sad. "I've come to say goodbye."

Rex felt like he had just been punched in the gut by a super battle droid. "What do you mean... Commander, you can't possibly..."

Ahsoka stepped towards Rex and gently reached for his hands, holding them in hers. Her hands were soft, cold, and looked tiny compared to his. "I can't go back to the Jedi Order," Ahsoka began. "I can't be part of a group that turned its back on me when I needed it most."

"But... General Skywalker and General Kenobi..."

"In time, they'll understand..."

"The boys in the 501st..."

"They'll move on..."

"And..."

"And you?" Ahsoka squeezed his hands.

Rex swallowed against the lump in his throat. "Yes. And me." He couldn't explain it. Why did he feel so affected by this? Affected by _her_? His brothers fell in battle all the time. He carried their deaths with him every day, but none felt as heavy as this one. And Ahsoka wasn't dying, she was just leaving, but somehow that felt _worse_. "We all need you, Commander. Even General Skywalker is half the man he was before he took you as a padawan. You're what keeps our unit together."

Ahsoka seemed preoccupied looking at Rex's hands. "I'm sorry Rex. I can't stay here and be a part of this anymore. I wanted you to hear it directly from me. It's the least I could do." She absentmindedly ran her fingers in circles over his hands. Her cheeks looked moist again. "You've always supported me, ever since we met on Christophsis. Even back when I was an annoying bratty youngling. And you were one of the only people who believed me through all of this."

"You weren't _that_ bratty..." Rex trailed off, at a loss for words. There was so much swarming in his head. Things he's always thought about Ahsoka - what a great commander she was, how brave and selfless she was, how many times she saved his and his men's necks - these were all things he had expressed to her before. But there were other things that were buried deep in Rex's mind that he could never quite piece together to make sense of. They made Rex feel strange but he thinks they could explain why he so desperately didn't want Ahsoka to leave. When he spoke again, his voice was barely above a whisper. "...please stay."

Rex felt Ahsoka step closer to him. She placed a hand on his chest, and for a second Rex thought she was going to hug him, but instead she rose on her tipped toes and gingerly kissed him on the cheek. Rex's eyes widened, and a not-unpleasant shiver went down his spine. More confusing thoughts swarmed in his head. Ahsoka pulled away and smiled sadly at him. "Goodbye Rex. I hope our paths cross again someday."

Rex watched her as she walked away, and wondered with a heavy heart if it would be the last time he would see her.


	2. Part 2 - Meeting on Mandalore

**Chapter 2 - Meeting on Mandalore**

 _Rex is sent with the 501st to liberate Mandalore and discovers Ahsoka has been stuck on the planet since Darth Maul seized control. Just as they are reunited, they are separated once again when Order 66 is issued._

* * *

"Captain Rex," Rex snapped to attention as Anakin Skywalker's image appeared on the holocron. "Status report."

"Maul's blockade hasn't budged, sir. We can't get any ships through," the clone captain reported. Darth Maul had seized control of Mandalore not long ago and set up an expansive blockade that had cut off all supply lines - supported not only by the Death Watch and others loyal to the Sith lord, but an entire fleet of Separatist ships. The Republic was desperate to break through to help the suffering people and liberate the planet. The Jedi had also made one of their top priorities taking out Darth Maul, but Anakin had other reasons for jumping at the opportunity to send the 501st to Mandalore...

"You HAVE to get through, Rex. Take a small freighter with a few men and sneak around them. They must have a control center for the droid ships somewhere. See if you can take some of them down from the ground." Anakin ran a hand over his face. Even through the holocron, he looked worn down. "She's on Mandalore, Rex. I can sense it. We need to bring her home."

Rex nodded grimly. "Yes sir." Ahsoka's departure had hit everyone hard, but none so more than her master. Anakin had become more irritable lately, frequently snapping at men and even some of his Jedi superiors. More often than not the 501st was sent on missions without him, being told that their general had other business to attend to. Rex was suspicious that there was more to Anakin's downward spiral than just Ahsoka leaving, but he didn't dare mention it.

"I have some things to take care of here. I'll meet up with you as soon as I can." Anakin said. "Get through that blockade. Good luck, captain." His image faded out of view.

Without hesitation, Rex pressed his comlink. "Jesse, Kix, load up. We're going planetside."

* * *

"So is General Skywalker expecting us to KILL this guy?" Kix asked as they prepped their gear. "I mean, he's a Sith, isn't he? AND he came back from the dead. AND he has control over an entire kriffing planet."

"If we even make it that far," grumbled Jesse. "We're not even in disguises, they're going to know we're clones the moment they spot us."

Rex gave Jesse a look then reviewed their mission details. "Our orders are to disable the blockade cruisers from their command center on the ground. Then hopefully our reinforcements can get through, the general will meet up with us, and then we can kill Maul and free this planet."

"I think the general is more concerned with getting his padawan back. I don't think he cares about what happens to this place." said Jesse.

"Do you really think she's here?" ask Kix.

"I don't know." Rex looked thoughtful. "This was her last known location, and General Skywalker is certain she's still here. Jedi intuition I guess." Rex was conflicted. He wanted Ahsoka to be here. He wanted to bring her home as badly as the general did. But what if she didn't want to come back? He was under orders - was he going to force her to return home with them? Take her in the same way he did back on Coruscant? Rex shook the thought from his head. He'd worry about that if and when the time came. "Alright boys, time to roll out."

A few hours later, they were outside the perimeter of the cadet academy. Their intel told them they were using the academy as a makeshift commander center for the blockade. The plan was to get inside, hack into the cruisers remotely, and bring them crashing down before the guards even finished their perimeter sweep. Rex motioned for them to move. His two brothers snuck to the door and slipped inside. Before Rex could follow, he felt someone grab him from behind.

"Hey! You! What are you doing here? This is a restricted area." The guard that grabbed Rex spun him around, his eye widening in recognition of his clone armor. "You're a CLONE!" Rex tackled the guard to the ground as he continued screaming, struggling to keep him from reaching his comlink. "Call Lord Maul!" he bellowed. "The Republic has breached the blockade!" In a manner of seconds, Rex had 20 men on him. He wasn't going down that easy, but just as he was about to draw his guns, a blur of orange pushed them back, giving Rex an opening to the fence.

"GO!" It yelled as it whizzed between the last remaining guards. Rex scaled the fence to the other side, and shortly after he saw the orange blur flip over and land on the building in front of him. His eyes widened in disbelief at the person who just saved him. "Commander Tano?"

The figure powered down her lightsaber and jumped down. "REX?!" It was Ahsoka. With a huge grin on her face, she threw her arms around the clone captain. "I can't believe it's you! I've been scouting out this command center for weeks. Then I saw those clones sneaking in, and I figured they were trying to stop the blockade, so I wanted to help. I had no idea it was you!"

Rex returned the embrace. "It's good to see you too, Commander. Thanks for the rescue." They stepped back, and Rex got a good look at her. She had gotten older - her lekku had grown, she was taller, and her figure had... filled out more. Rex mentally scolded himself for that last thought. There were those weird feelings again. "You got... taller since I saw you last," he decided to say.

Ahsoka chuckled. "I'm almost as tall as you now."

"Montrals don't count."

"Sure they do, Rex."

Rex's comlink chirped. "Captain!" It was Kix. "Where are you? Are you alright?"

"I'm fine, Kix. There was a scuffle outside. I-" Rex looked at Ahsoka. With tight lips, she shook her head no. "I'm outside the perimeter now. You guys are going to have to finish the mission on your own. Rendezvous at the perimeter breach point when you're finished. I'll cover you on your way out."

"Roger that, captain."

Rex sighed and look at Ahsoka, who seemed lost in her thoughts. "I can't cover for you forever, Commander. General Skywalker knows you're here. That's why he sent me."

"To bring me back with you?"

"To bring you back _home_." Rex placed a hand on her shoulder. "Like I said before you left. He needs you, Commander. We all do. We can't win this war without you."

"I'm not a Commander anymore, Rex." Ahsoka said firmly. "You can stop calling me that."

"Fine. _Ahsoka_." Rex replied. He jabbed a thumb over his shoulder. "Any second now, Jesse and Kix are going to come out of that commander center, and the rest of the 501st will bust through the remainder of the blockade shortly after. You can stay, fight with us, and help us win back this planet. If you choose to leave after that, I'm not going to stop you, but I can't say the same for the rest of the men or General Skywalker when he gets here." Rex paused. "Or you could leave now. And I'll report that I never found you."

Ahsoka rolled her eyes. "You're a horrible liar, Rex. Anakin would see right through that."

"Yeah, you're right."

"And knowing him, he'll be late to the party and you'll have to take on Maul on your own."

"I wouldn't stand a chance." Rex replied with a smirk.

Ahsoka nodded in affirmation of her decision. "I've still got your back," she said.

"And I've still got yours," he responded.

They heard shouting and laser fire, and from around the corner of the academy came Jesse and Kix sprinting towards them. "The ships are coming down!" Jesse hollered, pointing upwards. Sure enough, several of the blockade cruisers were slowly falling out of the sky. Rex and Ahsoka cleared out the pursuing guards while the two clones scaled the fence and joined them.

Jesse and Kix simultaneously pointed at Ahsoka, mouths agape. Rex pushed them into the streets. "I'll explain on the way. Let's get out of here." Jesse patted Ahsoka on the back as they ran, and Kix gave her a smile and two-finger salute. Once they reached the outskirts of the city, the group slowed their pace to reach the rendezvous point with the rest of the 501st, who successfully passed through the blockade.

Rex joined pace with Ahsoka. "So Command-" He caught himself. "...Ahsoka, if you don't mind me asking, what have you been doing on Mandalore? Have you been here all this time?"

"I was hopping from planet to planet for a while. Trying to lay low, look for some easy work." She shrugged. "I guess I was in the wrong place at the wrong time. Shortly after I got to Mandalore, Darth Maul took total control. There was no way I could get off world without him finding me. Besides, I could never leave knowing what was going on." Ahsoka crossed her arms. "I may no longer be a Jedi, but I'm not going to sit back and let innocent people die."

Rex felt something stir inside of him as Ahsoka spoke. She had come so far in the few years he had known her. Selfless and brave she had always been, but it took time for her to prove her strength, loyalty, and integrity. Rex admired her for it. Ahsoka's time away from the Order had matured her in ways that he couldn't describe. Here she was risking her own freedom and life to help them and aide their cause, all because she knew it was the right thing to do. It made his chest ache and he realized how much he had missed her and everything about her.

They chatted for a bit about what everyone had done in the time since they saw each other last. Ahsoka shared her wild stories of living in Coruscant's undercity, how she had quite a few pirates who owed her favors, and her chance meeting with the Bonteri kid (Rex's crude grumbling about the boy warranted a few raised eyebrows from the group). Rex told her of working with the Bad Batch and finding Echo. She asked about Fives and Rex stopped in his tracks. He felt his brothers tense up behind them. "Maybe we should make camp," he said flatly.

"I'm sorry, Rex," Ahsoka apologized. "I didn't mean to stir up bad memories."

"It's not that," Rex replied as he absentmindedly ran a finger over the scar on his temple. "There's a lot to talk about... and you have the right to know all of it."

A while later, the group sat around a tiny fire. Helmets off, the clones' sober faces illuminated by the flames as Rex explained everything. Tup's psychotic fits, Fives going MIA on Kamino and coming back with a shaved head, no chip, and in the same crazy state as Tup, and then being gunned down by his own brothers and dying in Rex's arms. Rex explained how he went to Kamino himself to find answers and nearly got himself locked up and discharged from the army. How it was Echo who eventually located the chip and was able to safely remove it from Rex. How Rex told as many brothers as he could, but only a handful listened to him.

Ahsoka listened intently, a look of horror on her face. She was speechless. "How many men removed their chips?" she asked finally.

Rex motioned around the fire. "All of us here. A few others in the 501st. Wolffe and a few of his men. Maybe 20 of us in total?"

"Cody?" Ahsoka always thought fondly of Obi Wan's commander. She knew he and Rex were close, surely he would have listened to his friend?

Rex shook his head grimly. "He thought I was talking crazy. Told me to stop telling all the men to slice their heads open or he'd report me to General Windu."

"Who ordered it to be implanted? The Kaminoans? The Jedi?"

"I don't know," Rex answered honestly. "If the Kaminoans know anything about it, they aren't saying. I'm pretty sure the Jedi are just as clueless as we are. There's so much about us clones that is still a complete mystery."

"Accelerated aging, heightened obedience, suppressed aggression," chimed in Kix. "Then there's the rumor about a reproduction repressor."

Ahsoka raised an eyebrow marking at him. "Reproduction repressor?"

"Yeah," replied Kix nonchalantly, like it was a conversation he had on a daily basis. "They snipped our tubes, or we shoot blanks, or something. You know, not wanting us to 'spread our seed' throughout the galaxy. Wouldn't want half-clone offspring throwing delicate ecosystems out of balance or an incest-epidemic in a few generations. The rest of the plumbing works fine down there so if they did any modifications, it was solely the reproductive capabilities of the test-"

"That's enough!" Rex cut him off, glaring daggers at the medic. The clone captain's ears had turned a bright shade of red. Ahsoka sat across from him, her cheeks and lekku darkened in color as well, clearly embarrassed by her question.

Kix raised his hands in defense. "Sorry. Inappropriate. I get carried anyway with medical explanations sometimes. Point being, there's a lot of mystery surrounding how we clones were engineered. Discovering those obedience chips only adds to the confusion.

The conversation died out after that, and after a while Kix and Jesse decided to turn in for the night, sharing a tent as Jesse had kindly offered his to Ahsoka. Rex picked at the remaining embers from the fire with a stick, and he and Ahsoka sat in a comfortable silence for a while.

Ahsoka moved to sit on the log beside him. "What do you think it feels like?" she asked him. "Not being in control of your thoughts or actions?"

"Terrifying, I bet," replied Rex. "I hope I never have to find out."

"You know, I felt that way sometimes in the Order. Like I had no choice in what I was thinking or doing." She laughed halfheartedly. "You know, we're really not that different. Jedi and clones."

"Forced to fight in a war and for a cause we'd so nobly die for, but have no understanding of." Rex said bitterly.

Ahsoka nodded in agreement. "Have you ever thought what you are going to do when the war's over?"

Rex laughed. " _If_ I make it out alive."

Ahsoka pouted and poked him in the chest. " _When_ you make it out alive, mister."

"I don't know," Rex ran a hand over his head. "I haven't really thought about it. If I'm not fighting, I'll probably be miserable."

"Well," Ahsoka began, "You can always find me and we can be miserable together."

That flood of unfamiliar emotions rushed through Rex again. Without thinking, he leaned in towards Ahsoka. Surprised by the sudden closeness, she looked up, and Rex caught her lips with his. He'd never kissed anyone before. He'd never even thought about kissing anyone before. But in this moment it was the only think he wanted to do and he knew how much he had _missed_ this girl and _needed_ this girl and possibly _loved_ this girl. He leaned in closer to deepen their kiss but Ahsoka pulled away and broke it.

Rex's eyes shot wide open as he snapped to his senses and realized what he did. He almost fell off the log as he pushed back from Ahsoka as fast as he could. "I-I'm sorry," Rex stammered. He stood up and moved even further away from her. "I'm sorry, that was a mistake."

"Rex, wait I-"

"See you in the morning. We'll head out at first light." He avoided looking at her as he hurried to his tent. Once safely inside, he prayed that Ahsoka wouldn't follow him, and breathed a sigh of relief when she retired to her own tent.

Rex put both hands on his head and groaned. "What was I thinking," he muttered to himself. "General Skywalker is going to murder me. I need to focus on the mission." He tossed and turned the entire night, his mind unwillingly flooded by thoughts of Ahsoka and the intimate, yet brief moment between them.

* * *

The next morning, the group walked in silence as they continued their journey to the rendezvous point. Jesse and Kix exchanged looks as they sensed the awkwardness between their captain and former commander.

After what felt like forever, they finally spotted the Republic cruisers in the distance. The 501st erupted into cheers when they spotted Ahsoka. There were hugs and hard pats on the back and calls of "there's our girl!" and "we knew you'd come back!" She thanked them warmly and insisted they called her Ahsoka. The celebration ended shortly, and the attention was turned to Rex.

"Captain, what's our next move?" asked one of the troopers.

"Has General Skywalker not checked in yet?" questioned Rex.

"Nothing, sir. We've been waiting for you since we landed last night."

"That's strange..." Rex looked over the data pad the trooper handed him. Nothing from Skywalker. Nothing from anyone. If Skywalker got into trouble, surely they would have received some kind of message. "I thought the general was going to be here by now." Rex thought for a moment. "There' s no way we're engaging Maul on our own. We'll contact Skywalker and wait for a response. In the meantime, let's send out some scout units to survey the area and find our best points for cover and entry. Where is Appo?"

"Sergeant Appo was pulled out with his squad shortly after you left, sir."

Rex shook his head. Even stranger. What wasn't anyone telling him anything? "Alright, well get some scouts together and scope out around the city." The trooper saluted and went about his duties.

Rex continued to command the men in Anakin's absence, constantly checking his comlink for any signal from the Jedi. He boarded the Republic cruiser to view the messages and mission logs for any hint of where Anakin could be.

"Rex," Ahsoka approached him and he shifted uncomfortable on his feet. "You're the commanding officer here. What do you need me to do?"

Rex avoid eye contact and kept his face buried in the ship's computer. "You can go where you feel most useful, Commander-"

"Ahsoka."

"Right, _Ahsoka_. Sorry, that will take some getting used to." He pointed to a blip on the map. "You can catch up with Jesse's scout group. They went closest to the city."

"Listen, Rex, about last night-"

"I'm sorry about that too." Rex interrupted in a gruff tone.

Ahsoka sighed and crossed her arms as she left him alone in the ship's command center. Rex thought he heard her mumble "you shouldn't be" as she exited the ship.

* * *

Several hours had past and Rex was getting more and more anxious that he had not heard anything from General Skywalker, or any other Jedi or fellow clone units for that matter. As he paced the cruiser's command center, he couldn't shake the feeling that something was wrong. Finally the ship's comlink began chirping. He nearly punched it when he hit the receive button, and was surprised at the figured that flickered into view. It wasn't Anakin.

"Attention all clone troopers," Chancellor Palpatine's image looked distorted over the holocron. Why was the Chancellor sending out a message to army? He rarely involved himself in military affairs. "The time has come. Execute Order 66."

Order 66? Rex's eyes widened when he remembered what it was. Jedi have betrayed the Republic. Terminate on sight. Is this why he hasn't heard from Skywalker or anyone else? His stomach turned at the thought of what could have happened to his general. What did the Jedi do? What was going on?

Another thought made his heart sink to his stomach. _Ahsoka_. He dashed out of the cruiser, heading towards the city. "Ahsoka!" He called into his comlink. "Ahsoka, it's Rex. What's your position? Where are you?" There was no response. He tried Jesse. "Jesse! Do you copy? Where is your unit?"

"Captain!" Jesse's response sounded garbled. "What is going on? My men are going - ah! Cap- I- ergh!" His comlink turned to static.

"Jesse? Jesse!" There was no response.

Rex began sprinting towards the city, looking for any sign of Jesse's unit. He came across a trooper who seemed to be wandering around in a daze.

"Trooper!" Rex called. He stumbled to a stop in front of him. "Where is the rest of your unit?

"Following orders, sir. Apprehending the Jedi."

"What orders?! What Jedi?!"

"Ahsoka Tano, sir," the trooper responded. "She ran away, but don't worry, sir. We'll catch her."

"No, no!" Rex grasped the clone by the shoulders. "Ahsoka's not even a Jedi anymore, you have no reason to kill her."

"Ahsoka Tano is a Jedi, and the Jedi are traitors to the Republic. We must terminate them all. This is what the Chancellor has ordered. Good soldiers follow orders, sir." Rex's eyes widened at the trooper's words. He sounded just like Tup. Rex ripped the clone's helmet off, and saw the same distant and crazed look in his eyes. So this must be was the obedience chip was for. So the clones would annihilate the Jedi on sight and without question.

Rex continued his desperate run towards the city, looking for any sign of Ahsoka or any hint of troopers who were pursuing her. Close to the cadet academy, he heard laser fire and the familiar whir of a lightsaber. Guns drawn, he followed the noise.

"Don't come any closer!" Ahsoka screamed. She was cornered by about a dozen clone troopers. Teeth bared and eyes blazing in the illumination of her lightsaber, Rex had never seen her look so terrified. "Please! I don't want to hurt any of you!'"

The troopers approached her, guns raised. There were murmurs of "Jedi" and "traitor" and "must follow orders" among them.

Rex ran between them. "Troopers, stand down. That's an order!" Their guns did not lower. "Ahsoka Tano is not your enemy! She's our friend, our comrade, she is not a traitor!"

"Captain Rex, please move aside. Ahsoka Tano is a Jedi and a traitor to the Republic. She must be terminated," recited one of the troopers.

"She's not a Jedi. Not anymore. You don't have to kill her," Rex pleaded with them. "Please. You men are better than this. These aren't your thoughts. These aren't your actions."

"Captain Rex, move aside or we will shoot you as well. Ahsoka Tano must be terminated."

Rex's hands were shaking as he raised his guns to them. He wasn't going to kill his own brothers, but he also wasn't going to let them kill Ahsoka. He shot at them, aiming for shoulders and legs and other nonfatal places. Dodging the return fire, he motioned for Ahsoka to follow him. "We need to get out of here NOW!"

Rex led them past the cadet academy and into the forest near where he had left the small freighter. When they were a safe distance away from the city, they stopped to catch their breath. Ahsoka fell to the ground, her shoulders heaving with sobs. "W-why..." was all she managed. "Why are they doing this?"

Rex kneeled beside her and placed his hands on her shoulders. "I don't know. Chancellor Palpatine send out an order, saying that all Jedi were traitors to the Republic. I don't think the troopers are acting of their own will. I think it's the obedience chips." He sighed deeply, the reality of the situation weighing heavy on him. "I'm so sorry, Ahsoka."

"A-Anakin... Master Kenobi... Master Plo..."

"I have no idea. I haven't heard from anyone since before we landed." Rex helped her to her feet, allowing her to lean against him for support. "Listen Ahsoka, you need to get out of here. The blockade is dispersed. You can sneak through on the freighter I took here. Get as far away from this mess as possible."

She nodded, and they continued through the forest. It didn't take them long to find the freighter.

"Prep the engines," instructed Rex. "I'll stand guard. Let me know when you're good to fly and I'll hop off."

"Come with me, please Rex," Ahsoka pleaded. "We can escape this mess together."

"I can't..." Rex smiled sadly. "I'm property of the Republic. I'll be branded a deserter, and they'll track me down. And if they find me, they'll find you."

Ahsoka didn't say anything. Her hands slowly linked around his neck. Rex didn't know what to do, so he just looked down at her, taking in every last bit of her presence before she disappeared from his life completely. She looked up at him, her eyes big and sad and blue.

And then she kissed him. A hand ran over the blonde stubble on his head while the other pulled him closer to her. Rex felt her chest squish against his armor, and he wrapped his arms around her waist to pull her even closer, lifting the Togruta slightly off the ground in the process. She deepened their kiss and Rex felt a groan escape his throat. Her fingers danced around his head, neck, and ears, making his skin prickle in the best way possible. His clone armor felt like an unnecessary barrier between them, and Rex wished he could rip off his gloves and run his bare hands over her skin. A few moments passed and they both broke away gasping, alerted by the sound of laser fire in the distance.

"When this is all over," he said hurriedly. "Come find me."

"I will," Ahsoka replied. "I promise. Stay alive."

"You too."

Rex watched as the freighter flew out of sight, his heart feeling heavy. He listened as his brother's footsteps approached, and recognized the familiar sound of the stun blaster before it hit him.


	3. Part 3 - Reunion Aboard the Rebel Ship

**Chapter 3 - Reunion Aboard the Rebel Ship**

 _After years of searching for Rex, Ahsoka sends the Ghost crew to request his aid in the rebellion. Reunited after 15 years apart, the two pick up right where they left off and address the lingering feelings between them. Rated M for sexy times._

* * *

Rex fiddled with his gauntlets as he listened to the quiet hum of the Ghost's engines. He relaxed in his seat in the ship's common area, not minding that it was his bed for the night. He had slept in all kinds of strange places and conditions over the years, and this was actually quite comfy compared to most. He couldn't sleep, anyways. He was too anxious.

The past day had been a whirlwind for the aging clone. He had resigned to his current lifestyle, and was content to live out his remaining days fishing in the desert with his brothers. Rex held out for a long time, wondering if he'd ever see _her_ again. But years and years past, and there was nothing. He feared she may had perished, killed by one of the many assassins and bounty hunters hired by the Empire to eradicate the remaining Jedi. He also feared she may have forgotten him, that he was a distant memory, a name and face that blurred with millions others like his. Rex didn't know which thought made him feel worse.

Then this motley crew of rebels shows up, telling him they were sent by her, that Ahsoka Tano had been searching for Captain Rex for the better half of 15 years. Then over the course of several hours he traversed a sandstorm, fought the Empire, had his home destroyed, bid farewells to his brothers, and now was on his way to fight for the rebellion. Yes, it had been a whirlwind of a day.

Rex glanced at the datapad on the table next to him. In addition to the abandoned stations and bases and other useful information the rebels needed, Wolffe had also uploaded the messages from Ahsoka that he had hidden from Rex over the years. Rex had read through them several times already, but something about reading his old friend's messages made him feel a little less anxious about seeing her again and this new adventure that awaited him. Most of the messages were simple - "Rex, it's Ahsoka. If you're alive, please respond." Others were more detailed. Ahsoka was careful to never reveal her location or anything to do with the Jedi or rebellion, but she talked about her life and how she hoped to see him soon. Other messages sounded desperate, and the old clone wondered what had ran through her mind when Rex never answered her. Were they the same thoughts he had? That he was dead or had forgotten her? He hoped not.

His anxiety eventually succumbed to sleepiness, and Rex drifted off with the datapad still in his hands.

* * *

It was early in the afternoon the next day when the Ghost rendezvoused with the rebel command ship. "We'll be docking in a few minutes," stated Hera, the Twi'lek pilot and captain of the Ghost. Rex liked her. She was a lot nicer than her Jedi companion, Kanan. Hera turned back and gave him a warm smile. "Welcome to the family, Rex. Ahsoka will be glad to see you."

"The feeling is mutual," he replied. "Glad to be back in the action and fighting for the Republic again."

Rex followed the Ghost crew aboard the rebel command ship. The group stopped suddenly, and Rex peered over their shoulders at the figure with blue and white lekku with her back to them. The Ghost crew parted to allow Rex to move to the front.

"Commander." Rex greeted her, his arms folded behind his back military style. He took a moment to take her all in. She had gotten so _tall_ , Rex thought. Her lekku were long, their patterns stretched out dramatically like Nexu stripes. Her face was was longer and slimmer, but her eyes were still big and blue and her lips full and red. She covered up more now, with various pieces of armor and thick clothing, he noted with amusement. Rex had imagined a lot over the years what Ahsoka would look like as grown adult, and what he saw before him didn't disappoint. She was as beautiful as ever.

Ahsoka's eyes widened at the sight of the old clone, and a familiar smirk crept on her face as she approached him. There was a beat of silence between them. "You got old," Rex spoke first.

Ahsoka laughed, and Rex could have sworn he heard her voice hitch with emotion. "Had to happen sometime, Rex."

Rex was about to reply when Ahsoka threw her arms around him, hugging him tightly. He wrapped his arms around her, pulling her closer, and felt Ahsoka lean her head against his. There was so much swarming in Rex's mind, so much he wanted to tell her, but he became acutely aware of the Ghost crew standing awkwardly behind them. "I'm glad you're still alive," he said finally.

"You too," Ahsoka replied as she pulled away smiling. She shared some kind words with the Ghost crew, then politely excused the two of them from the group and told them she and Rex had a lot of catching up to do. She took him on a tour of the ship, showing him certain rooms and introducing him to certain people. Eventually they made their way to the cafeteria.

Ahsoka poked Rex playfully in the stomach. "Looks like you'll be spending a lot of time here," she teased.

"I'm not that much... whatever," he brushed her off with a laugh, grateful that the past fifteen years seemed to melt away instantly between them.

"Care to join me for a bite? We have lots to catch up on."

"Sure," Rex replied. He followed her inside, and Ahsoka motioned for him to find a table while she grabbed food. The hall was sparsely populated, but Rex still chose a pair of seats in the corner that gave them some extra privacy. Ahsoka returned shortly after with a tray of food and two cups of caf.

"Where do we even begin?" Ahsoka wasted no time in striking up conversation. "How did you get out of the army? Have you been in hiding from the Empire? Your number wasn't on the list of clone deserters."

"My men stunned and arrested me shortly after you got off Mandalore." Rex began. "Accused me of disobeying a direct order from the chancellor, conspiring with a Jedi, and treason." Ahsoka gasped in horror, her eyes wide. "Don't worry, I was acquitted." Rex reassured her. "Technically you weren't a Jedi. I made my case and luckily the senate was still enough intact at that point to agree with me. Also seemed like the newly appointed emperor was preoccupied with other matters."

"Then what happened? Did you desert the army?"

"Never got a chance to. This new... _Empire_..." Rex spat the word out bitterly. "They did an evaluation of each clone to make sure they were still fit for service. If you had extensive injuries, any prosthetics, were getting too old, even had too many tattoos, anyone like that was seen as a liability and was discharged. In my evaluation, they found out I had removed my chip, so they gave me the boot." Rex crossed his arms. "They claimed they were going to take care of the retired clones. Thank them for their service and 'assistance in establishing the new galactic government.'" He exaggerated with air quotes. "But nothing ever came of it. We were tossed aside like trash. Decommissioned like the droid army. Except we were living beings."

Ahsoka reached out and squeezed one of Rex's hands. He caught her gaze, and her eyes were sad and sympathetic. He could almost feel the compassion radiating off her, and found it smoothing. Rex wonder if that was some kind of Jedi mind trick, or something that was uniquely Ahsoka.

They continued talking well into the night. Rex shared his distraught over being unable to reunited with any members of the 501st, and how he hoped none of them went on to serve the Empire. He talked about how he, Wolffe, and Gregor lived together, and went into detail about their rigged up AT-TE. Ahsoka rolled her eyes at this, and Rex ran a hand over his head in embarrassment, commenting how retired life had been very boring and uneventful.

Ahsoka's stories were much more exciting. She recounted tales of planet hopping, vigilante work, and close encounters with the Empire. She talked about old comrades, some names that Rex vaguely remembered, who had helped her form this rebellion. Many of them had been killed. Rex didn't realize the level of involvement Ahsoka had in this rebel movement, and he could sense the burden it weighed on her. Yet here she was, full of hope and ready to pull him along for the ride.

Rex glanced around the mess hall and realized they were its only occupants. Ahsoka followed his gaze and checked her chrono. "Wow!" she exclaimed. "It's really late. How long have we been chatting?"

"A while," Rex said as he brought their dishes to the recycler unit. "What's that old Kel Dor saying? 'Time slows not for old friends.'"

"Sounds about right." Ahsoka was smirking at him again.

"What?" Rex asked. "What is it?"

"I'm taller than you now." She stepped close to him and drew an invisible line in the air above their heads."

Rex rolled his eyes. Granted, he no longer had to physically lower his head to look down at her, but his eyes still had to glance downwards to make contact with hers. "Montrals _do not_ count, Ahsoka."

" _Yes they do_ , Rex." Ahsoka nudged him playfully with her shoulder and led the way back to the barracks.

"Space is limited, and bunks freeing up is rare." Ahsoka led Rex down the barracks corridor. "Which is a _good thing_." She added. Rex nodded at her implication. Bunks freeing up were not a good thing. That meant dead men not coming back.

"Anyways," Ahsoka continued. "You're bunking with me. I have space in my room for an extra cot." She stopped in front of a barrack door and entered the key code. Inside was a decent sized bed, some shelves and drawers built into the walls, and a rug in the corner that Rex assumed Ahsoka used for her meditations. There was no cot.

Ahsoka tutted her tongue. "Hmm, they must have not brought in the spare cot yet. Free feel to make yourself at home. I'll go find one." She waved Rex inside and continued down the barracks corridor.

Rex looked around the room, but there wasn't much to see. Both Jedi and clone troopers were minimal in their material possessions, and he mused that both he and Ahsoka carried this trait with them as they got older. He also pondered about sharing a room with Ahsoka. Not that he minded, he preferred sleeping in close vicinity to his brothers during the war. On the occasion that he had private barracks, Rex always felt this weird sense of loneliness that made it difficult to sleep. But would it be awkward for the two of them to share a room? Rex thought about the kiss they shared back on Mandalore when he helped her escape. Two kisses if you count the one he had given her the night before that. Three if you count the one Ahsoka gave him the night she left the Jedi Order. Not like he was counting or anything.

They never had a chance to talk about those intimate moments, or what either of them had felt for each other. Rex had wonder about it a lot over the years. Why had she kissed him? Was it the heat of the moment? Gratitude? Pity? Were they going to address it now? It was so long ago, did it even matter anymore?

Rex shook his head. She probably had forgotten all about it. They were friends first and foremost, as they had always been, and Ahsoka had reached out to Rex for help because he was her friend and she knew she could trust him. That meant more to him than any strange and confusing emotions that would decided to bubble up to the surface after 15 years. Besides, Ahsoka was still young, as beautiful as ever, and no longer a Jedi. Rex bet she had her share of companions over the years that made her forget about the clone captain she had kissed as a teenager. Still, he couldn't help but feel a twinge of jealousy at the thought.

Ahsoka returned to her room in a bit of a huff, carrying a large stack of blankets. "Well," she began as she dropped the blankets on the floor near the rug. "We are out of spare cots." She knelt down and started to prepare a makeshift bed on the floor. "But not to worry, the next time we stop for supplies, which will be in a few days, we'll pick one up. We'll make due for now."

Rex bend down to help arrange the blankets. "Not a problem, I've slept in far worse spots than the floor of a ship."

Ahsoka shook her head. "No, Rex, it's you're first night here. Take the bed." She motioned with her hands. "Please, I insist."

"Commander, I couldn't." Rex shook his head. "That's your bed. The floor is fine."

"Rex," Ahsoka began in a patient tone. "It's Ahsoka. You can call me Ahsoka. We're all on equal standing here. You're not below everyone because you're a clone. I am not above everyone because I was a Jedi. Everyone here is equally valuable. We're all here of our own free will because we believe in the same mission - to destroy the Empire and restore peace to the galaxy." Ahsoka sank back on her knees to sit on the blankets. "Take the bed."

"Fine, _Ahsoka_. Sorry, that will take some getting used to again." Rex stressed her name in a teasing tone. "As your equal, I suggest you sleep in your own bed. I'm sleeping on the floor."

Ahsoka crossed her arms, and Rex sensed some of that same stubbornness that he knew too well from when they were younger. "Rex, I am not moving from this spot, so if you decide to sleep on the floor, not only will there not be enough floor space, but a perfectly good bed will go wastefully uninhabited tonight."

Rex put up his hands in defeat. "Alright, I'll take the bed for tonight. But we'll switch tomorrow night."

She smiled at him. "Deal."

* * *

Rex stirred awake in the middle of the night, hearing some kind of disturbance going on in the room. He squinted his eyes to focus in the dark, and saw that Ahsoka was awake and fumbling with the blankets on the floor. "You alright?" he asked groggily.

"Sorry, Rex. I didn't mean to wake you." Ahsoka rubbed her eyes. "Couldn't sleep."

"What's wrong?" Rex sat upright and swung his legs over the side of the bed to face her.

"It's stupid..." Ahsoka looked a little embarrassed. "Guess I haven't slept on the steel floor of a ship since I was a kid. My lekku are too big and it's really uncomfortable."

Rex chuckled. "See? This is why you should have taken the bed."

Ahsoka wagged a finger at him. "Don't you start with that again." She sat next to him on the bed and rubbed the muscles on her neck. "Don't really feel tired anymore, anyways."

"Wish I could say the same." Rex replied. "I'm always tired. Being old sucks."

"You're not _that_ old, Rex." Ahsoka patted him on the cheek. Her fingers lingered, and she ran them over his beard. "You know, I never thought you the type to grow a beard."

"What, you don't like it?" Rex said with fake offense.

"No, I like it!" Ahsoka responded, a little too enthusiastically. "It's make you look... distinguished." She grinned and patted his bald head. "I miss the blonde hair, though."

"A lot has changed since the old days, Ahsoka," Rex said thoughtfully.

"Yes it has, Rex." She caught his hand in hers and held it. They sat in silence for a while, enjoying each other's company. Rex felt Ahsoka's fingers run lightly over his hand, tracing his faded scars and sun freckles.

Rex watched her, feeling overwhelmed with the thoughts and emotions that had laid dormant for 15 years, that he so desperately wanted to share with her. What was stopping him now? Back then there were rules and regulations. He was a soldier and property of the Republic, she was a Jedi and forbidden from emotional attachments. Not to mention that she was a teenager, and despite the fact that he was chronically younger than her, biologically he was not. But now, they were both nobodies. No orders to follow, no laws to abide by.

But the age thing still bothered him. Ahsoka had to be around 30 now, but Rex had no idea how old he has biologically. 50? 55? The accelerated aging was still a mystery to him. He had hoped the acceleration would plateau at a certain point, but he had continued to age rapidly. Sometimes a few years would pass without any noticeable changes, but other times he would wake up with joints hurting he never knew he had and new patches of gray hair. Rex didn't know how much longer he had in this galaxy. 10 years, 20 years, who knows. What the clone did know was that he had a hell of a lot less time left than Ahsoka, and that wouldn't be fair to her.

Ahsoka broke their silence. "Something is troubling you." She said it as a statement, not a question. "I can sense it. What's wrong?"

Rex shook his head. "I just have a lot on my mind."

"You're thinking about the last time we saw each other on Mandalore."

Rex's eyes widened. "I am. How did you know?"

"Because I'm thinking about that too..." Ahsoka commented softly. "You know, I don't think I ever properly thanked you for saving my life and helping me escape."

"You did," Rex grinned slyly at her, but he felt his heart pounding in his chest. "You kissed me, remember?"

"I do." Ahsoka leaned closer to him. "But that wasn't to thank you."

"What was it for then?"

"That... has a complicated answer," Ahsoka replied. "Besides, you kissed me first."

"I did."

"And why did _you_?"

Rex paused. "That has a complicated answer too."

"Well, we've got time now to figure these things out." She closed the distance between them and kissed him gently on the lips. Rex closed his eyes and leaned into the kiss, enjoying the delicateness of it, wanting more, but not daring to take it a step further. Suddenly, he snapped to his senses and pull away.

"Ahsoka, I'm sorry..." Rex trailed off. "We can't, this isn't fair to you."

Ahsoka frowned, her eyes big with confusion. "What do you mean?"

"Look at me," Rex motioned to himself. "I'm old. I've got maybe a good 10 years left in me. You have the rest of your life ahead of you. If we continued anything like this, all you'd be doing is watching me waste away."

"I don't care about any of that," Ahsoka said firmly, squeezing Rex's hands. "Who knows what this rebellion will turn into. We could die tomorrow, or 6 months from now, or 2 years from now. Whatever time I have left, I want it to include you." She smiled reassuringly at him, then her eyes lit up mischievously. "Besides," she wrapped her arms around his neck. "You're still quite handsome. I do really like the beard."

Rex chuckled, not needing any more convincing. "You're not too bad yourself, you know." He ran a hand along her jawline and pulled Ahsoka in for a passionate kiss. She respond enthusiastically, her hands snaking along his neck to play with his ears. Without breaking their kiss, Ahsoka lifted herself up and over Rex to straddle him. Her hips pressed against his and Rex let out an involuntary groan as he felt his pants begin to tighten in arousal.

Ahsoka smiled as they continued kissing, clearing enjoying the response she received from the clone. She continued grinding against him, and Rex nearly threw his head back in ecstasy, this level of intimacy completely new and electrifying to him. He traced his hands down her backs and across her lekku, enjoying the way they twitched and Ahsoka hummed in response. She broke their kiss and began planting kisses along his jawline and neck. A few moans escaped Rex's mouth. She had grinded him to full hardness in a few short moments, and even through the layers of both their clothes, the friction felt _amazing_. He wasn't going to last much longer at this rate.

A few moments later, Rex felt a pressure building in his stomach. "Ahsoka, I'm gonna-"

Her voice was breathy. "Do it." Her kisses trailed back to his mouth and he felt her grinding intensify.

Rex fought back the overwhelming urge to match her thrusts with his own. "Ah, I can't." He moaned between their kisses. "Ahsoka, these are the only pants I own-"

He heard her laughed and she rolled off him. His body protested but his mind (and pants) were thankful. "Then take them off," Ahsoka said. She hopped to her feet and began stripping her own clothes. Rex was mesmerized as her articles of clothing were dropped to the floor one by one and more of her orange skin was exposed. Her breasts looked bigger now that they were free of their restraints, and her nipples were the same dark red color of her lips. The other parts of her were equally soft and curvy and womanly. He tried not to let his gaze linger on her womanhood for too long. Standing there completely naked, Ahsoka arched an eyebrow marking at him and crossed her arms.

"Are you going to gawk at me with that huge tent in your pants, or are you gonna take your clothes off?" Rex immediately obeyed, ripping off his shirt and pants and tossing them to the floor.

With both their clothes strewn across the floor and Rex's erection free and throbbing with neglect, Ahsoka resumed her position on top of him. A hand reached between his legs to stroke him, and she hummed in satisfaction to see that he was still rock hard. This time Rex's head did fly back, and he bit his lip to keep from moaning her name too loudly.

Ahsoka stroked him for a few moments then started to guide his erection towards her womanhood. "Wait!" Rex interjected. "You got me worked up pretty good. Don't I need to... you know... do the same for you?"

Ahsoka rolled her eyes. She grabbed Rex's hand and guided it to her entrance. He felt her wet arousal, and his erection throbbed painfully in response. "I'm plenty ready," she whispered breathily in his ear. That was all the convincing Rex needed. He began to kiss her, imitating the jaw and neck kisses she had given him earlier, as she lowered herself onto him. Their breaths hitched at the same time when he fully entered her.

Ahsoka took up her grinding again agonizingly slow. Rex's hands explored the curves of her back, and he found her skin cool to the touch. It felt amazing against his own, which was warm and beaded with sweat. Her lips traveled over his face and neck. She nipped an extra sensitive spot on his collarbone that caused the clone's hips to buck. He had been on the edge of finishing since they started, and it took all his will-power not to lose control. Rex thought to himself that if this was going to be a regular thing for them, he needed to build up more... stamina.

Ahsoka push him onto the bed so he was laying down. With a better angle, she continued her grinding at a quicker pace. Rex groaned in the back of his throat and gripped the blankets on either side of them. She took his hands and guided then to her breasts. He cupped them eagerly, enjoying the fact that they still spilled out of his large hands. Tiny noises came out of her when he brush his thumbs over her nipples, so he continued to draw circles around them, feeling them harden under his touch.

Rex wasn't sure what he enjoyed more - the amazing way Ahsoka was making him feeling right now, or the fact that he was providing her with the same amount of pleasure. He tried to keep his eyes open and focused on Ahsoka riding him, her breasts bouncing and face content with pleasure. It was extremely erotic to Rex, this image of her being dominant on top of him. He wouldn't know from lack of previous experience, but he mused that he enjoyed being dominated like this, having Ahsoka lead the way. Maybe it was a clone thing.

Rex felt his climax quickly approaching, and he knew this time he wouldn't be able to stop it. "A-Ahsoka, I'm close..." Was all he managed to choke out.

"Me...too..." Ahsoka moaned between thrusts. Rex sat up and pulled Ahsoka closed, erratically meeting her thrusts with his as he reached his climax. She moaned and whispered words of encouragement in his ear, and he buried his face in her shoulder and groaned her name as he came. Ahsoka continued to ride him, and Rex felt her womanhood clench around him as she reached her own climax, giving him a pleasant aftershock. Her fingers dug into his back and a loud sigh escaped her lips.

Rex laid back on the bed, delving the afterglow of their intimacy. Ahsoka rolled off him and laid next to him, resting her head on Rex's chest. "We have a lot to talk about tomorrow." She said.

"We do," Rex replied as he pulled Ahsoka closer to him. Together they shimmied under the covers. "At least we don't need to get that cot anymore."

Ahsoka fell asleep on Rex's chest soon after. He held her close, and made a mental note to tease her about it later that she was the younger of the two but the first to fall asleep. For the first time in a very long while, Rex felt strangely complete, like he was finally in the right place, with the right person, doing the right thing. Those confusing feelings that had swarmed around his head for so many years were finally starting to make sense. He knew how much he had missed this girl and needed her back in his life. He also knew how much he loved Ahsoka, how much he had always loved her - as a friend, as family, and as something more. And despite the dire state of the galaxy, he was in the perfect situation to finally tell her.

He whispers those three words to her as she laid sleeping in his arms, and went on to say it many times after that.


End file.
